HomeMy WebLinkAbout5A1_2024-03-27 (Clean&Executable) Purchase Agreement Beacon-GLC-City GLC Signature
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REAL ESTATE PURCHASE AGREEMENT
This Real Estate Purchase Agreement (this “Agreement”), is effective as of March 28, 2024
(the “Effective Date”), by and between, Beacon Health System, Inc., an Indiana nonprofit
corporation, with offices at 3245 Health Drive, Granger, Indiana 46530 (“Beacon”), Memorial
Hospital of South Bend, Inc. and Beacon Medical Group, Inc. (f/k/a Memorial Health System,
Inc.), each a subsidiary of Beacon, with offices at 615 N. Michigan Street, South Bend, Indiana
46601 (together, “Memorial”), Great Lakes Capital Development, LLC, an Indiana Limited
Liability Company, with offices at 7410 Aspect Drive, Suite 100, Granger, IN 46530 (“GLC”),
and the City of South Bend, Department of Redevelopment, acting by and through its governing
body, the South Bend Redevelopment Commission (the “Commission”) (each, a “Party,” and
collectively, the “Parties”).
RECITALS
WHEREAS, Beacon and/or Memorial own certain real property located in South Bend,
Indiana, more particularly described in attached Exhibit A (the “Parcels”); and
WHEREAS, the Parties have engaged in negotiations pertaining to certain future
development projects that will be constructed on and around the Parcels; and
WHEREAS, the Commission exists and operates under the provisions of the
Redevelopment of Cities and Towns Act of 1953, as amended (I.C. 36-7-14 et seq., the “Act”);
and
WHEREAS, the Act further provides that the clearance, replanning, and redevelopment of
redevelopment areas are public uses and purposes for which public money may be spent; and
WHEREAS, Beacon and Memorial desire to sell the Parcels by executing and delivering
deeds to GLC, in the forms attached hereto as Exhibit B; and
WHEREAS, in furtherance of the future development projects and as additional
consideration for the transfer of the Parcels for such development, concurrently with the execution
of this Agreement, the Commission and Beacon shall enter into, or cause the execution of a certain
Development Agreement (the “Beacon Development Agreement”), and also concurrently with the
execution of this Agreement, the Commission and GLC shall enter into, or cause the execution of
a certain Development Agreement (the “GLC Development Agreement”); and
WHEREAS, the Parties acknowledge the transfer of the Parcels as contemplated by this
Agreement is inextricably linked to the successful completion of both the Beacon Development
Agreement and the GLC Development Agreement.
NOW, THEREFORE, in consideration of the mutual promises and obligations stated in
this Agreement, the adequacy of which is hereby acknowledged, the Parties agree as follows:
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SECTION 1. INTERPRETATION, TERMS AND RECITALS.
1.1 Interpretation.
(a) The terms “herein,” “hereto,” “hereunder,” and all terms of similar import
shall be deemed to refer to this Agreement as a whole rather than to any Article of, Section
of, or Exhibit to this Agreement.
(b) Unless otherwise specified, references in this Agreement to (i) “Section” or
“Article” shall be deemed to refer to the Section or Article of this Agreement bearing the
number so specified, (ii) “Exhibit” shall be deemed to refer to the Exhibit of this Agreement
bearing the letter or number so specified, and (iii) references to this “Agreement” shall
mean this Agreement and any exhibits and attachments hereto.
(c) Captions used for or in Sections, Articles, and Exhibits of this Agreement
are for convenience of reference only and shall not affect the construction of this
Agreement.
(d) The terms “include”, “including” and “such as” shall each be construed as
if followed by the phrase “without being limited to.”
1.2 Recitals. The Recitals set forth above are incorporated into and are a part of this
Agreement for all purposes.
SECTION 2. PURCHASE OF THE PARCELS.
2.1 Generally. On June 28, 2024, or an earlier date or later date agreed by the Parties
in writing, (the “Closing Date”), Beacon and/or Memorial will convey to GLC the Parcels, as
further described in Exhibit A, for One Dollar ($1.00) (the “Purchase Price”) and other valuable
consideration as set forth in this Agreement, by executing and delivering a deed to GLC or an
entity designated and controlled by GLC, in the forms attached hereto as Exhibit B.
2.2 Other Terms and Conditions. The purchase of the Parcels is further subject to the
following terms and conditions:
(a) Due Diligence. GLC may, at its sole expense, conduct reasonable survey,
inspection, and examination of the Parcels related to zoning and land use matters,
environmental matters, and real property title matters (“Due Diligence”); however, GLC
shall not conduct any invasive testing at the Parcels without Beacon and/or Memorial’s
express prior written consent. GLC shall have a period of forty-five (45) days following
the Effective Date to complete its Due Diligence (the “Due Diligence Period”). GLC may
provide written notice to Beacon and/or Memorial that it waives the remainder of the Due
Diligence Period. Upon such written notice, Beacon/Memorial and GLC may proceed to
Closing prior to the expiration of the Due Diligence period described in this Section. If
GLC determines defects exist as revealed by title, survey, or environmental reports, GLC
shall so notify Beacon and/or Memorial, and Beacon and/or Memorial shall have a
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reasonable period of time, not to exceed thirty (30) days, after the receipt of that notice to
cure the defects, and will, in good faith, exercise due diligence to do so. Upon curing said
defects, the transaction will be closed within a reasonable time not to exceed thirty (30)
days after GLC agrees in writing that the defects are cured. If the defects are not cured
within the above required time, GLC shall have the right to terminate this Agreement by
written notice as provided in Section 5.5 (“Notices and Demands”) and the remaining
provisions in this Agreement shall be null and void.
(b) Preservation of Title. After the Execution Date, Beacon and/or Memorial
shall not take any action or allow any action to be taken by others to cause the properties
to become subject to any interests, liens, restrictions, easements, covenants, reservations,
or other matters affecting title.
(c) Title and Abstract Costs. GLC shall be responsible for its own title or
abstract costs related to its due diligence investigation of the Parcels as contemplated by
this Section 2.
(d) Documents Pertaining to the Properties. Promptly after the Effective Date,
Beacon and/or Memorial shall provide GLC with a copy of all known environmental
inspection reports, engineering titles, and survey reports and documents in its possession
relating to the Parcels. The Commission shall also provide GLC with a copy of all known
reports pertaining to the Parcels in its possession.
(e) Closing Date. The closing of the transaction contemplated by this Section
shall occur on the date mutually agreed upon by the Parties, occurring no later than June
28, 2024 subject to such extension as provided above for cure of title or related matters.
At closing, Beacon and/or Memorial shall deliver to GLC (i) a Declaration of Restrictive
Covenant imposing certain rights and restrictions with respect to competitive use of the
Parcels (“Restriction”), and (ii) the deeds in the forms attached hereto as Exhibit B
conveying the Parcels to GLC, subject to the Restriction, and GLC shall deliver to Beacon
and/or Memorial the Purchase Price. Possession of the Parcels shall be delivered at closing,
in the same condition as each existed on the Effective Date, ordinary wear and tear and
casualty excepted. Each Party shall be responsible for an equal share of the closing and/or
document preparation fees of the title company utilized, and all county recorder costs
associated with the transactions contemplated in this Agreement.
(f) Taxes. Beacon and/or Memorial shall be responsible for all real property
taxes related to the Parcels accruing through the Closing Date, if any, even if such taxes
are not yet due and payable. GLC shall be responsible for all real property taxes accruing
against the transferred property after the Closing Date, if any.
(g) Commissions. The Parties mutually acknowledge and warrant to one
another that no Party is represented by any broker in connection with the transaction
contemplated in this Agreement. The Parties agree to reimburse each other for any claim
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for commissions charged by a broker in connection with the transaction contemplated in
this Agreement.
(h) Temporary License Agreement. At closing, GLC and Beacon and/or
Memorial shall execute a license agreement (“Temporary License Agreement”) for Beacon
and/or Memorial’s temporary use of the paved parking area on for purposes of employee
parking on the following parcels: Tax ID Nos. 018-1003-0095, 018-1003-0094, 018-1003-
0093, 018-1003-0092, 018-1003-0100, 018-1003-0102, 018-1003-0101, 018-1003-0103,
018-1003-0111, 018-1003-0107, and 018-1003-0125. The Temporary License Agreement
shall provide that Beacon and/or Memorial remain responsible for all costs of snow
plowing, maintaining and insuring the Parcels and contain customary representation and
indemnity of GLC and the Commission regarding any such use or injuries on such Parcels.
The term of the Temporary License Agreement will remain in effect until such time as
redevelopment activity commences on the site, and Beacon and/or Memorial provides its
written consent to the termination of the Temporary License Agreement, which shall not
be unreasonably withheld. GLC shall provide at least thirty (30) days advance notice of
its intent to terminate the Temporary License Agreement. Notwithstanding the foregoing
or anything to the contrary contained herein, in no event shall the Temporary License
Agreement be terminated prior to the construction of the surface parking lot and ancillary
projects associated therewith, as set forth in the Beacon Development Agreement.
(i) Other Agreements. In furtherance of the future development projects,
concurrently with the execution of this Agreement, the Commission and Beacon shall enter
into, or cause the execution of the Beacon Development Agreement, and concurrently with
the execution of this Agreement, the Commission and GLC shall enter into, or cause the
execution of the GLC Development Agreement. In the event that either of these
agreements are not executed, this Agreement shall become null and void.
2.3 Post Closing Obligations. After the Closing, the following obligations will also be
in effect:
(a) Ground Lease. GLC and the Commission shall enter into a ground lease
agreement, as contemplated in the GLC Development Agreement, upon which the
Commission shall construct new parking garages (the “Parking Garages”).
(b) Restriction of Competitive Uses. Due to the close proximity of the Parcels
to the property generally located at 615 N. Michigan Street, South Bend, Indiana, and more
particularly identified as Parcel Nos. 71-08-01-305-001.000-025 and 71-08-01-305-
019.000-026, which is owned by Memorial and operated by Beacon (“Hospital Site”),
Beacon desires to restrict certain competitive uses (“Competitive Uses”) from being
performed on the Parcels by businesses that are not affiliated with Memorial or Beacon.
“Competitive Uses” shall include operation of the Parcels as an inpatient hospital providing
emergency or inpatient intensive care services or for provision of inpatient or outpatient
surgeries. Memorial and Beacon further desire to have rights with respect to other listed
uses including urgent care services, medical diagnostic and imaging services, outpatient
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therapy services, and in-patient rehabilitation services (“Listed Uses”). The Listed Uses
will not include services determined to be office-based services that do not require facility
licensure. This Restriction of Competitive Uses shall be set out on a deed of conveyance
of the Parcels (or form of Declaration of Restrictive Competitive Uses encumbering the
Parcels) and shall constitute a restrictive covenant which runs with the land in perpetuity
and shall inure to the benefit of the Parties and to their licensees, successors, lessees and
assigns, for so long as Beacon is operating the Hospital Site for a Competitive Use. GLC
agrees that it shall not permit any portion of the Parcels to be operated for a Competitive
Use without Beacon’s prior written consent, and that GLC shall provide Beacon with a
right of first refusal to match the terms of and lease (or purchase, as the case may be) any
portion of the Parcels which GLC intends to lease or sell for a Listed Use (the “Matching
Right”).
(c) Exercise of the Matching Right. In the event the Matching Right is
exercised by Beacon, the process shall be as follows:
(i) Contemporaneously with the mutual execution of a letter of intent
or other similar agreement relating to the sale or lease of a portion of the Parcels to
a business involved in performing a Listed Use (the “LOI”), GLC will provide
Beacon with written notice of the LOI using the same notice procedures set forth
in Section 5.5 (“Notice and Demands”).
(ii) Following the receipt of the notice regarding an LOI, Beacon shall
have thirty (30) calendar days to elect to match the terms of the LOI, and Beacon’s
failure to respond within such thirty (30) calendar days shall be deemed (a) a consent
to the proposed sale or lease for a Listed Use, and (b) such portion of the Parcels shall
no longer be subject to the terms hereof with respect to the Listed Use.
(iii) In the event that Beacon provides GLC with notice that elects to match
the terms of the LOI, GLC shall immediately terminate any discussions with the
proposed tenant or purchaser and provide Beacon with a substantially similar agreement
as was contemplated in the LOI (the “Matching Agreement”).Within thirty (30) days
after receipt of the Matching Agreement, Beacon shall accept the terms of the Matching
Agreement and thereafter consummate such transaction as contemplated in the Matching
Agreement. If Beacon fails to accept the Matching Agreement within thirty (30) days (a)
the portion of the Transferred Parcels subject to the LOI shall be released from this
restriction for Listed Use, and (b) GLC shall have the right to (i) reengage with the
original or any future proposed tenant or purchaser for such space, and/or (ii) seek any
and all damages that might result from Beacon's delay.
SECTION 3. COOPERATION IN THE EVENT OF LEGAL CHALLENGE.
3.1 Cooperation. In the event of any administrative, legal, or equitable action or other
proceeding instituted by any person not a party to this Agreement challenging the validity of any
provision of this Agreement, the Parties shall cooperate in defending such action or proceeding to
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settlement or final judgment including all appeals. Each Party shall select its own legal counsel.
In no event shall any Party be required to bear the fees and costs of another Party’s attorneys. The
Parties agree that if any other provision of this Agreement, or this Agreement as a whole, is
invalidated, rendered null, or set aside by a court of competent jurisdiction, the Parties agree to be
bound by the terms of this Section 3.1, which shall survive such invalidation, nullification, or
setting aside.
SECTION 4. DEFAULTS; DISPUTE RESOLUTION; INTERPRETATION.
4.1 Default. Any failure by any Party to perform any term or provision of this
Agreement, which failure continues uncured for a period of thirty (30) days following written
notice of such failure from the other Party, shall constitute a default under this Agreement. Any
notice given pursuant to the preceding sentence shall specify the nature of the alleged failure and,
where appropriate, the manner in which said failure satisfactorily may be cured. Upon the
occurrence of a default under this Agreement, the Parties shall proceed to resol ve the default in
accordance with Section 4.2 (“Dispute Resolution”). If the default is cured within thirty (30) days
after the notice described in this Section 4.1, then no default shall exist and the noticing Party shall
take no further action.
4.2 Dispute Resolution. The Parties agree they will attempt in good faith to resolve all
claims, controversies, or disputes arising out of or relating to this Agreement or an alleged breach
of this Agreement by negotiation. The Parties acknowledge that disputes arising under this
Agreement are likely to be complex and they desire to streamline and minimize the cost of
resolving such disputes. Therefore, if a dispute cannot be resolved by negotiation, the Parties agree
they shall next seek to resolve any disputes through mediation administered by an agreed upon
mediator. To the extent that a dispute is not settled by mediation within 180 days of the
commencement of the mediation, or such further period as the Parties shall hereafter agree in
writing, the dispute or any unresolved portion thereof shall be decided by binding arbitration in St.
Joseph County, Indiana. The procedures specified herein shall be the sole and exclusive methods
for the resolution of disputes between the parties arising out of or relating to this Agreement.
However, a Party may seek a temporary restraining order, a preliminary injunction or other
preliminary judicial relief if in its judgment, such action is necessary to avoid irreparable damage.
Despite such action, the Parties shall continue to participate in good faith in the procedures
specified here. All applicable statutes of limitation shall be tolled while the procedures specified
here are pending. The Parties will take any action required to effectuate such tolling.
4.3 Reversion. The Parties acknowledge and agree that the Parcels are currently being
utilized by Beacon/Memorial as employee parking near the Hospital Site, and through the Beacon
Development Agreement and GLC Development Agreement, Beacon will continue to have
employee parking available. The GLC Development Agreement includes certain commitments
from the Commission to construct Parking Garages on the Parcels near the Hospital Site. The
Beacon Development Agreement includes certain commitments from the Commission through
which the Commission will demolish an office building and the construct a surface parking lot on
the site of the demolished building (as defined in the Beacon Development Agreement as the
“Local Public Improvements”) for Beacon’s use as employee parking. The Beacon Development
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Agreement further includes a commitment from the Commission to reserve certain parking spaces
within the newly constructed Parking Garages for Beacon’s use as employee parking. In the event
that construction of the Parking Garage that will provide parking for Beacon employees as defined
in the Beacon Development Agreement, as contemplated in the GLC Development Agreement,
does not commence within five (5) years of the Effective Date of this Agreement (the “Required
Commencement Date”), Beacon shall have the option to request reversion of the Parcels described
in Exhibit A, and GLC will convey all of its rights and interests in the Parcels to Beacon, subject
to Beacon’s prior payment to the Commission of the total cost expended by the Commission to
complete the Local Public Improvements, as more fully described in Beacon Development
Agreement (the “Reversion”). If Beacon does not pay the Commission the total costs expended
to complete the Local Public Improvements, GLC shall not be obligated to convey its rights and
interests in the Parcels to Beacon. Beacon must elect to request the Reversion of the Parcels as
described in this Section, if at all, prior to the Commission’s commencement of construction of
the Parking Garage and in no event later than one (1) year after the Required Commencement Date.
Failure by Beacon to request the Reversion of the Parcels within this time frame shall be deemed
Beacon’s acknowledgement that the Required Commencement Date has been met, and the Parcels
shall no longer be subject to the Reversion.
4.4 Force Majeure. Notwithstanding anything to the contrary contained in this
Agreement, none of the Parties shall be deemed to be in default where delays in performance or
failures to perform are due to, and a necessary outcome of, war, insurrection, strikes or other labor
disturbances, walk-outs, riots, floods, earthquakes, fires, casualties, acts of God, acts of terrorism,
restrictions imposed or mandated by governmental entities, enactment of conflicting state or
federal laws or regulations, new or supplemental environments regulations, contract defaults by
third parties, or similar basis for excused performance which is not within the reasonable control
of the Party to be excused (each, an event of “Force Majeure”). Upon the request of any of the
Parties, a reasonable extension of any date or deadline set forth in this Agreement due to such
cause will be granted in writing for a period necessitated by the event of Force Majeure, or longer
as may be mutually agreed upon by all the Parties.
4.5 Interpretation; Governing Law. This Agreement was negotiated by the Parties at
arm’s length and each of the Parties hereto has reviewed the Agreement after the opportunity to
consult with independent legal counsel. No Party shall be deemed the drafter of the Agreement,
and no Party shall maintain that the language in this Agreement shall be construed against any
signatory hereto. The captions and Section numbers of this Agreement are for convenience and in
no way define or limit the scope or intent of the Sections of this Agreement. Further,
notwithstanding anything to the contrary herein, no person other than the Parties hereto, and their
permitted assigns, shall have any right of action under this Agreement. This Agreement is
governed by and construed in accordance with the laws of the State of Indiana.
SECTION 5. MISCELLANEOUS.
5.1 Other Necessary Acts. Each Party shall execute and deliver to the other Parties all
such other further instruments and documents as may be reasonably necessary to accomplish the
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matters contemplated by this Agreement and to provide and secure to the other Parties the full and
complete enjoyment of its rights and privileges hereunder. Notwithstanding the foregoing, the
Parties understand and agree that certain actions contemplated by this Agreement may be required
to be undertaken by persons, agencies, or entities that are not a party to this Agreement, including,
but not limited to certain permits, consents, and/or approvals (to the extent they have not yet been
obtained and completed), and that any action by such third parties shall require independent
approval by the respective person, agency, entity, or governing body thereof.
5.2 Counterparts. This Agreement may be executed in separate counterparts, each of
which when so executed shall be an original, but all of which together shall constitute one and the
same instrument. Any electronically transmitted version of a manually executed original shall be
deemed a manually executed original.
5.3 Severability. If any term or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining terms and provisions
of this Agreement shall continue in full force and effect unless amended or modified by mut ual
consent of the Parties.
5.4 Waiver. Neither the failure nor any delay on the part of a Party to exercise any
right, remedy, power, or privilege under this Agreement shall operate as a waiver thereof, nor shall
any single or partial exercise of any right, remedy, power, or privilege preclude any other or further
exercise of the same or of any right, remedy, power, or privilege with respect to any occurrence
be construed as a waiver of any such right, remedy, power, or privilege with respect to any other
occurrence. No waiver shall be effective unless it is in writing and is signed by the party asserted
to have granted such waiver.
5.5 Notices and Demands. Any notice, demand, or other communication required or
permitted under the terms of this Agreement may be delivered (a) by hand-delivery (which will be
deemed delivered at the time of receipt), (b) by registered or certified mail, return receipt requested
(which will be deemed delivered three (3) days after mailing), or (c) by overnight courier service
(which will be deemed delivered on the next business day) to each Party’s respective addresses
and representatives stated below.
Beacon: Beacon Health System, Inc.
3245 Health Drive
Granger, Indiana 46530
Attn: Chief Financial Officer
Memorial: Memorial Hospital of South Bend, Inc.
615 N. Michigan Street
South Bend, Indiana 46601
Attn: President
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GLC: Great Lakes Capital Development LLC
7410 Aspect Drive, Suite 100
Granger, IN 46530
Attn: Audra Sieradzski
E-mail: asierazdski@greatlakescapital.com
With a copy to: Rich Deahl
E-mail: rdeahl@greatlakescapital.com
Commission: South Bend Redevelopment Commission
1400S County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Executive Director
South Bend Department of Community Investment
With a copy to: South Bend Legal Department
1200S County-City Building
227 W. Jefferson Blvd.
South Bend, IN 46601
Attn: Corporation Counsel
5.6 No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is
intended or shall be construed to confer upon any person, firm, or corporation other than the Parties
hereto and their respective successors or assigns, any remedy or claim under or by reason of this
Agreement or any term, covenant, or condition hereof, as third-party beneficiaries or otherwise,
and all of the terms, covenants, and conditions hereof shall be for the sole and exclusive benefit of
the Parties herein.
5.7 Tax Advice. Each Party acknowledges and agrees that it is responsible for its own
federal, state, and/or local tax obligations or consequences that may arise from or relate to this
Agreement. No Party is relying on any representation that may be made by another regarding the
tax consequences of the matters contemplated herein and shall hold the other Parties harmless from
any adverse tax consequences resulting from any and all provisions of this Agreement.
5.8 Assignment. Each Party’s rights under this Agreement shall be personal to that
Party. No Party may assign its rights or obligations under this Agreement to any third party without
obtaining each other Party’s prior written consent to such assignment, which each Party may give
or withhold in its sole discretion, provided such consent is not unreasonably withheld.
Notwithstanding the foregoing, GLC may, without any consent of the Parties, assign this
Agreement to any affiliate or principal of GLC (which is under common control with GLC),
provided GLC retains liability for performance of all obligations under this Agreement. In the
event any Party seeks the consent to any such assignment, such Party shall provide all relevant
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information concerning the identities of the persons or entities proposed to be involved in and an
explanation of the purposes for the proposed assignment(s).
5.9 Authority. Each undersigned person executing and delivering this Agreement on
behalf of a Party represents and certifies that he or she is the duly authorized officer or
representative of such Party, that he or she has been fully empowered to execute and deliver this
Agreement on behalf of such Party, and that all necessary action to execute and deliver this
Agreement has been taken by such Party.
5.10 Further Assurances. The Parties agree that they will each undertake in good faith,
as permitted by law, any action and execute and deliver any document reasonably required to carry
out the intents and purposes of this Agreement, as well as to cooperate and support advancement
of the rights and obligations of the Parties under each of the GLC Development Agreement and
the Beacon Development Agreement.
5.11 Exhibits. All exhibits described herein and attached hereto are incorporated into
this Agreement by reference.
5.12 Entire Agreement. No representation, promise, or inducement not included in this
Agreement will be binding upon the Parties hereto. This Agreement cannot be modified except
by mutual agreement of the Parties set forth in a written instrument signed by the Parties’
authorized representatives.
5.13 Time. Time is of the essence of this Agreement.
Signature Page Follows
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IN WITNESS WHEREOF, the Parties hereby execute this Real Estate Purchase
Agreement to be effective as of the Effective Date stated above.
BEACON HEALTH SYSTEM, INC.
______________________________
Jeffrey P. Costello, Chief Financial Officer
MEMORIAL HOSPITAL OF SOUTH BEND, INC.
______________________________
Larry A. Tracy, Jr., President
BEACON MEDICAL GROUP, INC. (f/k/a Memorial Health System, Inc.)
______________________________
Jeffrey P. Costello, Chief Financial Officer
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IN WITNESS WHEREOF, the Parties hereby execute this Real Estate Purchase
Agreement to be effective as of the Effective Date stated above.
GREAT LAKES CAPITAL DEVELOPMENT LLC
_____________________________
Bradley J. Toothaker, Manager
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AGREED, ACKNOWLEDGED, AND CONSENTED TO:
By the signatures below, the South Bend Redevelopment Commission hereby consents to the
terms contained in this Real Estate Purchase Agreement as of the first date above written.
SOUTH BEND REDEVELOPMENT
COMMISSION
______________________________
Troy Warner, Vice President
ATTEST:
______________________________
Vivian Sallie, Secretary
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EXHIBIT A
Description of Parcels to be Transferred to GLC
Parcel 1
Key No. 018-1003-0125
Legal Description: Lots 72 & 73 O P South Bend
Commonly Known As: 307 N. Dr. Martin Luther King Jr. Blvd.
Parcel 2
Key No. 018-1003-0107
Legal Description: Lot 172 & So 1/2 Vac Alley Op South Bend
Commonly Known As: 309 N Dr. Martin Luther King Jr Blvd
Parcel 3
Key No. 018-1003-0111
Legal Description: Lot 171 & So 41ft Lot 170 &No 1/2 Vac Alley Op South Bend
Commonly Known As: 321 N Dr. Martin Luther King Jr Blvd
Parcel 4
Key No. 018-1003-0103
Legal Description: 36 Ft S Side Lot 175 O P So Bend
Commonly Known As: 324 N Main Street
Parcel 5
Key No. 018-1003-0102
Legal Description: N 30 Ft Lot 175 O P So Bend
Commonly Known As: 328 N Main Street
Parcel 6
Key No. 018-1003-0100
Legal Description: Lot 176 Ex 55'E End O P So Bend
Commonly Known As: 336 N Main Street
Parcel 7
Key No. 018-1003-0092
Legal Description: Lot 162& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 401 N. Martin Luther King Jr. Dr.
Parcel 8
Key No. 018-1003-0093
Legal Description: Lot 161& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 409 N. Martin Luther King Jr. Dr.
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Parcel 9
Key No. 018-1003-0094
Legal Description: Lot 160 & S1/2 Vac alley N & Adj & E1/2 Vac alley W & Adj O P So Bend
14/15 Vac Ord #10218-13 03-22-13 13/14 Vac Ord#10176-12 10-11-12
Commonly Known As: 413 N. Martin Luther King Jr. Dr.
Parcel 10
Key No. 018-1003-0095
Legal Description: Lots 165 166 E Pt Of 167 & Lots 157 158 & 159 & Ew vac alley Ex Pt Sold
For St & Pt Vac Ns Alley Original Plat So Bend 14/15 Vac Ord#10218-13 03-22-13 13/14 Vac
Ord#10176-12 10-11-12
Commonly Known As: 425 N. Martin Luther King Jr. Dr.
Parcel 11
Key No. 018-1003-0089
Legal Description: Lots 163 & 164 & W1/2 Vac alley E & Adj O P So Bend 14/15 Vac Ord
#10218-13 7/15/2013
Commonly Known As: 410 416 N. Main St.
Parcel 12
Key No. 018-1003-0117
Legal Description: 56x100 Ft Nw Pt Lot 115 O P South Bend
Commonly Known As: 332 N. Martin Luther King Jr. Dr.
Parcel 13
Key No. 018-1003-0118
Legal Description: 56' Ne Pt Lot 115 & S 22.75' Vac Madison St N & Adj O P South Bend
Commonly Known As: 110 E Madison St.
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
EXHIBIT B
Forms of Warranty Deeds
Transferring Parcels to GLC
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
AUDITOR’S RECORD
TRANSFER NO. _______
TAXING UNIT ________
DATE ________________
KEY NOS. -- See Exhibit 1
SPECIAL WARRANTY DEED
THIS INDENTURE WITNESSETH, that Memorial Health System, Inc., an Indiana not-for-profit
corporation now known as Beacon Medical Group, Inc., with a mailing address of 615 N. Michigan St.,
South Bend, Indiana 46601 (the “Grantor”)
CONVEYS AND SPECIALLY WARRANTS to Great Lakes Capital Development LLC, 7410 Aspect
Drive, Suite 100, Granger, IN 46530 (the “Grantee”),
for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County,
Indiana (the “Property”):
See Attached Exhibit 1 .
The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor
during its ownership thereof and not otherwise.
The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to
real property taxes and assessments; subject to all rights of way for roads and such matters as would be
disclosed by an accurate survey and inspection of the Property; subject to all applicable building codes and
zoning ordinances and the rights and restrictions set forth in that certain Declaration of Restrictions (during
the term thereof) dated ______________, 2024 and recorded with the Office of the Recorder of St. Joseph
County as Instrument No. ____________ on _________________, 2024 (the “Restriction”). This
Restriction shall run with the land in perpetuity and shall inure to the benefit of the Grantor and Grantee
and their licensees, successors, lessees, and assigns, so long as Grantor is operating the Hospital Site for a
Competitive Use (as defined in such Restriction).
The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors
and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national
origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements
constructed on the Property.
Page 1 of 2
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
Each of the undersigned persons executing this deed on behalf of the Grantor represents and certifies that
they are a duly authorized representative of the Grantor and have been fully empowered, by proper action
of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate
capacity to convey the real estate described herein, and that all necessary action for the making of
such conveyance has been taken and done.
GRANTOR:
____________________________________
MEMORIAL HEALTH SYSTEM, INC.
Jeffrey P. Costello, Chief Financial Officer
STATE OF ________________ )
) SS:
_________________ COUNTY )
Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared
Jeffrey P. Costello, known to me to be the Chief Financial Officer of Memorial Health System, Inc. and
acknowledged the execution of the foregoing Warranty Deed, being authorized so to do.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on
the _____ day of ______________, 2024.
My Commission Expires:
Notary Public
Residing in _____________ County,
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this do cument, unless required
by law. /s/ Danielle Campbell Weiss.
This instrument was prepared by Danielle Campbell Weiss, Assistant City Attorney, City of South Bend, 227 W. Jefferson Blvd., Suite 1200 S.,
South Bend, IN 46601.
Page 2 of 2
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
EXHIBIT 1
Description of Property
Key No. 018-1003-0125
Legal Description: Lots 72 & 73 O P South Bend
Commonly Known As: 307 N. Dr. Martin Luther King Jr. Blvd.
Key No. 018-1003-0107
Legal Description: Lot 172 & So 1/2 Vac Alley Op South Bend
Commonly Known As: 309 N Dr. Martin Luther King Jr Blvd
Key No. 018-1003-0111
Legal Description: Lot 171 & So 41ft Lot 170 &No 1/2 Vac Alley Op South Bend
Commonly Known As: 321 N Dr. Martin Luther King Jr Blvd
Key No. 018-1003-0103
Legal Description: 36 Ft S Side Lot 175 O P So Bend
Commonly Known As: 324 N Main Street
Key No. 018-1003-0102
Legal Description: N 30 Ft Lot 175 O P So Bend
Commonly Known As: 328 N Main Street
Key No. 018-1003-0100
Legal Description: Lot 176 Ex 55'E End O P So Bend
Commonly Known As: 336 N Main Street
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
AUDITOR’S RECORD
TRANSFER NO. _______
TAXING UNIT ________
DATE ________________
KEY NOS. – See Exhibit 1
SPECIAL WARRANTY DEED
THIS INDENTURE WITNESSETH, that Memorial Hospital of South Bend, Inc., an Indiana not-for-profit
corporation, with a mailing address of 615 N. Michigan St., South Bend, Indiana 46601 (the “Grantor”)
CONVEYS AND SPECIALLY WARRANTS to Great Lakes Capital Development LLC, 7410 Aspect
Drive, Suite 100, Granger, Indiana 46530 (the “Grantee”),
for and in consideration of One Dollar ($1.00) and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the following real estate located in St. Joseph County,
Indiana (the “Property”):
See Attached Exhibit 1.
The Grantor warrants title to the Property only insofar as it might be affected by any act of the Grantor
during its ownership thereof and not otherwise.
The Grantor hereby conveys the Property to the Grantee free and clear of all leases or licenses; subject to
real property taxes and assessments; subject to all rights of way for roads and such matters as would be
disclosed by an accurate survey and inspection of the Property; subject to all applicable building codes and
zoning ordinances and the rights and restrictions set forth in that certain Declaration of Restrictions (during
the term thereof) dated ______________, 2024 and recorded with the Office of the Recorder of St. Joseph
County as Instrument No. ____________ on _________________, 2024 (the “Restriction”). This
Restriction shall run with the land in perpetuity and shall inure to the benefit of the Grantor and Grantee
and their licensees, successors, lessees, and assigns, so long as Grantor is operating the Hospital Site for a
Competitive Use (as defined in such Restriction).
The Grantor conveys the Property to the Grantee subject to the limitation that the Grantee, and its successors
and assigns, shall not discriminate against any person on the basis of race, creed, color, sex, age, or national
origin in the sale, lease, rental, use, occupancy, or enjoyment of the Property or any improvements
constructed on the Property.
Page 1 of 2
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
Each of the undersigned persons executing this deed on behalf of the Grantor represents and certifies that
they are a duly authorized representative of the Grantor and have been fully empowered, by proper action
of the governing body of the Grantor, to execute and deliver this deed, that the Grantor has full corporate
capacity to convey the real estate described herein, and that all necessary action for the making of such
conveyance has been taken and done.
GRANTOR:
___________________________________________
MEMORIAL HOSPITAL OF SOUTH BEND, INC.
Larry A. Tracy, Jr.
President
STATE OF ________________ )
) SS:
_________________ COUNTY )
Before me, the undersigned, a Notary Public, in and for said County and State, personally appeared
Larry Tracy, known to me to be the President of Memorial Hospital of South Bend, Inc. and acknowledged
the execution of the foregoing Warranty Deed, being authorized so to do.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed my official seal on
the _____ day of ______________, 2024.
My Commission Expires:
Notary Public
Residing in _____________ County,
I affirm, under the penalties for perjury, that I have taken reasonable care to redact each Social Security number in this do cument, unless required
by law. /s/ Danielle Campbell Weiss.
This instrument was prepared by Danielle Campbell Weiss, Assistant City Attorney, City of South Bend, 227 W. Jefferson Blvd., Suite 1200 S.,
South Bend, IN 46601.
Page 2 of 2
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC
EXHIBIT 1
Description of Property
Key No. 018-1003-0092
Legal Description: Lot 162& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 401 N. Martin Luther King Jr. Dr.
Key No. 018-1003-0093
Legal Description: Lot 161& E1/2 Vac alley W & Adj O P So Bend 14/15 Vac Ord #10218-13
03-22-2013
Commonly Known As: 409 N. Martin Luther King Jr. Dr.
Key No. 018-1003-0094
Legal Description: Lot 160 & S1/2 Vac alley N & Adj & E1/2 Vac alley W & Adj O P So Bend
14/15 Vac Ord #10218-13 03-22-13 13/14 Vac Ord#10176-12 10-11-12
Commonly Known As: 413 N. Martin Luther King Jr. Dr.
Key No. 018-1003-0095
Legal Description: Lots 165 166 E Pt Of 167 & Lots 157 158 & 159 & Ew vac alley Ex Pt Sold
For St & Pt Vac Ns Alley Original Plat So Bend 14/15 Vac Ord#10218-13 03-22-13 13/14 Vac
Ord#10176-12 10-11-12
Commonly Known As: 425 N. Martin Luther King Jr. Dr.
Key No. 018-1003-0089
Legal Description: Lots 163 & 164 & W1/2 Vac alley E & Adj O P So Bend 14/15 Vac Ord
#10218-13 7/15/2013
Commonly Known As: 410 416 N. Main St.
Key No. 018-1003-0117
Legal Description: 56x100 Ft Nw Pt Lot 115 O P South Bend
Commonly Known As: 332 N. Martin Luther King Jr. Dr.
Key No. 018-1003-0118
Legal Description: 56' Ne Pt Lot 115 & S 22.75' Vac Madison St N & Adj O P South Bend
Commonly Known As: 110 E Madison St.
DocuSign Envelope ID: 59D56194-9E0E-4C25-A02E-292C47DA5EFC